The duties of the Board of Directors shall be to:

a.              Administer the affairs of VBCCO under general and/or specific directions of the Voting Representatives as given in General or Special Meetings and subject to the Virginia Nonstock Corporation Act and other applicable state and Federal law.

b.              Authorize necessary expenditures. All expenditures exceeding $100 must be approved by the Board of Directors, unless specifically provided for in the approved budget. Expenditures below $100 must be approved by the President.

c.               Adopt a Budget for each Fiscal Year, including the amount of the Annual Membership Fee, no later than the preceding November.

2.      Executive Committee

The Executive Committee shall be responsible for planning the overall strategic direction for VBCCO and shall be authorized to act on behalf of the Board of Directors on urgent matters when deemed impractical to convene the Board of Directors.

3.      Individual Officers and Directors

a.              The President is the chief executive officer of VBCCO, approves the agenda for all meetings, and presides over all meetings. The President is the spokesperson for VBCCO.

b.              The First Vice-President performs duties as assigned by the President and performs the duties of the President in the absence of the President. 

c.               The Second Vice-President performs duties as assigned by the President and performs the duties of the President in the absence of the President and First Vice-President.       

d.              The Treasurer shall prepare an annual budget for approval by the Board as set forth in Article IV. Section D. The Treasurer is responsible for authorized receipts and disbursements of VBCCO funds in accordance with this budget, and shall provide a report of all financial activity at each General Meeting and submit to an annual review by the Financial Review Committee no later than March 31 of each fiscal year.

e.              The Corresponding Secretary handles all official correspondence for VBCCO as directed by the President, shall maintain a chronological file of all VBCCO correspondence for the previous twelve (12) months which shall be available at all meetings, and shall provide a monthly report of all correspondence to the Board of Directors.

f.               The Recording Secretary shall take minutes of all meetings of VBCCO, whether such meeting is in person or by telephone, and submit a copy of such minutes to the President within ten (10) days after the meeting.  The Recording Secretary shall maintain a file of VBCCO minutes for the previous twelve (12) months, including records of decisions made without a meeting in accordance with Section G below, which shall be available at all meetings.

g.              Directors have no individual authority except as delegated by resolution of the Board of Directors or President.

Section E. Meetings

Board of Directors meetings shall be called either by the President, by the President at the request of three or more members of the Board of Directors, or by the President at the request of three or more member organizations. If called by the latter method, representatives of each of the organizations making such a request must be present at the meeting.

Section F. Quorum

A quorum at a Board of Directors meeting shall consist of forty percent (40%) of the members as defined in Article IV, Section A.

A quorum at an Executive Committee meeting shall consist of 5 of the seven members as defined by Article IV, Section B.

Section G. Actions Without Meeting

Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.  For purposes of this Section, writing shall include electronic correspondence.

Section H. Participation in Meeting by Conference Telephone

Members of the Board or members of a committee may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.

Section I. Nominations

With approval from the Board of Directors, the President shall submit, for election at the March General Meeting, a Nominating Committee consisting of five members: the Past President who shall serve as chair, two members of the Board of Directors, and two Members who are not currently serving as an Officer or Director.

The Nominating Committee shall actively seek out Members interested and willing to serve the organization and shall nominate one candidate to fill each Officer or Director position whose terms expires at the end of the current year.

Further nominations may be made from the floor at the Annual Meeting, which shall be held in place of the November General Meeting.

No nomination may be made either by the Nominating Committee or from the floor without prior consent of the nominee. The slate, as proposed by the Nominating Committee, shall be read at the October General Meeting and shall be mailed to all member organizations with the notice of the Annual Meeting.

No member of the Nominating Committee may be nominated for any position. However, any Director whose term has not yet expired and any Officer or Director who does not wish to hold another office upon the completion of his or her current term may serve on the Nominating Committee.

Section J. Elections

Officers and Directors shall be elected for two-year terms, with the President, Second Vice President, Corresponding Secretary, and three Directors elected in odd-numbered years and the First Vice President, Treasurer, Recording Secretary, and three Directors elected in even-numbered years.

To facilitate the transition to this staggered schedule, the terms for the President, Second Vice President, and Corresponding Secretary in office at the time these Bylaws are adopted shall be extended by one year.

The President, First Vice President, and Second Vice President and Directors shall not be eligible to serve more than two consecutive terms. Treasurer, Corresponding Secretary, and Recording Secretary shall not be eligible to serve more than four consecutive terms.

Upon completion of his or her term, the President shall automatically become Past President, unless reelected, and shall continue to serve as an Officer and Director of VBCCO until a new President is elected.

No more than two persons representing the same member organization may serve as Officers or Directors concurrently.

Officers and Directors shall assume their official duties on January 1.

Section K. Vacancies

Vacancies in the offices of President and First Vice-President shall be filled by the First and Second Vice Presidents respectively. Vacancies in any other office shall be filled by appointments made by the President subject to approval of the Board of Directors. 

Section L. Removal from Office

An Officer or Director may be removed from office (a) after missing two or more consecutive meetings, by a vote of two-thirds of the remaining Board of Directors or (b) for other cause by a two-thirds vote at any duly-called General Meeting where a quorum is present.

Section M. Committees

The Standing Committees shall be:

1.          Community Advocacy Taskforce

2.          Community Empowerment Taskforce

3.          Banquet Committee

4.          Budget Committee

5.          Communications Committee

6.          Financial Review Committee

7.          Fundraising Committee

8.          Membership Committee

9.          Programs Committee

Ad Hoc committees may be created by the President or a vote of the Board of Directors.

Committee chairs, who need not be an Officer or Director, shall be appointed by the President, subject to approval from the Board of Directors. The President shall be an ex officio member of all committees, but may delegate this responsibility to another member of the Executive Committee.

Section N. Annual Financial Review

The Financial Review Committee shall be composed of no less than three members, and shall complete a thorough review of all VBCCO financial records in sufficient time to provide a written report to Voting Representatives no later than the June General Meeting. For recording purposes and to facilitate future reviews, the written report shall include the closing balance for the Fiscal Year reviewed. A copy of this report shall be retained indefinitely by the Recording Secretary.

Article V. Fiscal Year

The fiscal year of the VBCCO shall begin on January 1 and end on December 31.

Article VI. Parliamentary Authority

Members may, by a majority vote of Voting Representatives present at any General or Special Meeting in which a quorum is present, adopt a set of Standing Rules to govern specific procedures for any assembly of the membership.

Roberts Rules of Order shall be the authority in matters of procedure not specified above.

Article VII. Authority to Create Operating Procedures and Guidelines

The Board of Directors shall be authorized to adopt a set of Operating Procedures and Guidelines to govern the day-to-day operations of VBCCO.

Article VIII.  Indemnification, Hold Harmless

VBCCO shall hold harmless and indemnify members of the Board of Directors, Executive Committee, Officer(s), Committee Chairperson(s) and committee members, who are acting within the scope of their responsibilities, duties or these Bylaws.

Article IX. Amendments

Amendments to the Bylaws may be made by a two-thirds majority vote of Voting Representatives present at any General Meeting in which a quorum is present, provided the amendment has been read at the previous General Meeting and has been delivered to the Voting Representatives of (a) the member organizations and (b) Associate Member categories and to all members of the Board of Directors at least fourteen calendar days prior to the meeting.

These Bylaws were reviewed by the General Membership on August 12, 2009 and adopted by a two-thirds vote of the general membership on September 9, 2009.